UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
INFORMATION
STATEMENT
SCHEDULE
14C INFORMATION
(Rule
14c-101)
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement
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Confidential,
For Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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[X]
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Definitive
Information Statement
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IEG
HOLDINGS CORPORATION
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(Name
of Registrant As Specified In Its Charter)
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Payment
of Filing Fee (Check the appropriate box):
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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IEG
HOLDINGS CORPORATION
3960
Howard Hughes Parkway, Suite 490
Las
Vegas, NV 89169
(702)
227-5626
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
Approximate
Date of Mailing: April 10, 2018
TO
THE STOCKHOLDERS OF IEG HOLDINGS CORPORATION:
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN.
This
notice and accompanying Information Statement is furnished to the holders of shares of common stock, par value $0.001 per share,
of IEG HOLDINGS CORPORATION, a Florida corporation (the “Company”), pursuant to Section 14 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule 14C thereunder, in connection with the
approval of the action described below (the “Corporate Action”) taken by unanimous written consent of the Board of
Directors of the Company and by written consent of the holders of a majority of the voting power of the issued and outstanding
capital stock of the Company:
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Amend
our amended and restated articles of incorporation, as amended (the “Articles”), to change our corporate name
from IEG Holdings Corporation to Mr. Amazing Loans Corporation (the “Amendment”).
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The
purpose of this Information Statement is to notify our stockholders that on March 21, 2018, stockholders holding a majority of
the voting power of our issued and outstanding shares of common stock executed a written consent approving the Corporate Action.
In accordance with Rule 14c-2 promulgated under the Exchange Act, the Corporate Action will become effective no sooner than 20
days after we mail this notice and the accompanying Information Statement to our stockholders.
The
written consent that we received constitutes the only stockholder approval required for the Corporate Action under Florida law
and the Company’s Articles and bylaws, each as amended. As a result, no further action by any other stockholder is required
to approve the Corporate Action and we have not and will not be soliciting your approval of the Corporate Action. Notwithstanding,
the holders of our common stock of record at the close of business on March 19, 2018 are entitled to notice of the stockholder
action by written consent.
This
notice and the accompanying Information Statement are being mailed to our holders of common stock of record as of March 19, 2018
on or about April 10, 2018.
This notice and the accompanying Information Statement shall constitute notice to you of
the action by written consent in accordance with Rule 14c-2 promulgated under the Exchange Act.
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT
ASKING FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
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By
Order of the Board of Directors,
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IEG
Holdings Corporation
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/s/
Paul Mathieson
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Paul
Mathieson
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Chief
Executive Officer
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April
10, 2018
IEG
HOLDINGS CORPORATION
Information
Statement Pursuant to Section 14C
of
the Securities Exchange Act of 1934
This
Information Statement is being mailed on or about April 10, 2018, to all holders of record on March 19, 2018, of the $0.001
par value common stock of IEG Holdings Corporation, a Florida corporation (the “Company”), in connection with the
vote of our Board of Directors and the approval by written consent of the holders of a majority of the voting power of our issued
and outstanding capital stock to amend our amended and restated articles of incorporation, as amended (the “Articles”),
to change our corporate name from IEG Holdings Corporation to Mr. Amazing Loans Corporation (the “Amendment”).
Currently,
the Company has authorized 300,000,000 shares of common stock. As of March 19, 2018, there were 634 stockholders of record of
our common stock and 17,463,449 shares of our common stock were issued and outstanding. Each share of our common stock has one
vote per share.
On
March 21, 2018, Paul Mathieson, our Chief Executive Officer and sole director, approved the change of our corporate name from
IEG Holdings Corporation to Mr. Amazing Loans Corporation (the “Name Change”) and the Amendment. Subsequent to our
sole director’s approval of the Amendment, the holders of a majority of the voting power of our voting stock, on March 21,
2018 approved, by written consent, the Amendment. The consenting stockholders and their respective approximate ownership percentages
of our voting stock, which total in the aggregate approximately 50.18% of the outstanding voting stock, are as follows:
Shareholder
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No. of
Shares of
Common
Stock
Owned (1)
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Aggregate
Percent of
Outstanding
Votes (3)
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Paul Mathieson (1)
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6,900,000
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39.51
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%
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Dr. L Prasad Super Fund A/C (2)
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864,645
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4.95
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%
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Clem Tacca Family A/C (3)
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656,000
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3.76
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%
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Sameer Prasad
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342,806
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1.96
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%
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TOTAL:
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8,763,451
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50.18
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%
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(1)
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Mr.
Mathieson is our Chief Executive Officer and sole director.
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(2)
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Dr.
Lakshman Prasad is the director of Dr. L Prasad Super Fund A/C and has voting and dispositive control over such shares.
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(3)
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Clem
Tacca Pty Ltd is trustee for Clem Tacca Family A/C. Clem Tacca is the director of Clem Tacca Pty Ltd and the beneficiary of
Clem Tacca Family A/C.
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Since
our sole director and the holders of a majority of the voting power of the Company’s issued and outstanding shares of capital
stock have voted in favor of the Amendment, all corporate actions necessary to authorize the Amendment and the Name Change have
been taken.
Pursuant
to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Amendment
will not be effected until at least 20 calendar days after the mailing of this Information Statement to our stockholders. We expect
that the Name Change will be effective on or about April 10, 2018 (the “Effective Date”). Our sole director
retains the authority to abandon the Name Change for any reason at any time prior to the Effective Date. Because the Name Change
has already been approved by holders of a majority of our outstanding shares of common stock, you are not required to take any
action. This Information Statement provides to you notice that the Amendment and the Name Change have been approved. You will
receive no further notice of the approval nor of the Effective Date of the Name Change other than pursuant to reports which we
will be required to file with the Securities and Exchange Commission in the future.
Our
common stock is traded over the counter on the OTCQB under the symbol IEGH. On April 4, 2018, the closing price for our common
stock as reported on the OTCQB was $0.265 per share with respect to an insignificant volume of shares. We expect that our stock
symbol will be changed from “IEGH” to “MRAL” in connection with the Name Change. Any symbol change must
be approved by the Financial Industry Regulatory Authority (“FINRA”).
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
APPRAISAL
RIGHTS
Stockholders
do not have appraisal rights under Florida state law or under our Articles or By-laws in connection with the Amendment.
AMENDMENT
AND NAME CHANGE
General
Our
sole director and stockholders representing a majority of the voting power of our capital stock have taken action by written consent
to authorize our board of directors to effect the Amendment. Our board of directors has discretion to abandon the Amendment prior
to its effectiveness.
Reasons
for Proposed Amendment
Our
sole director’s reason for approving and recommending the Name Change is to align the Company’s consumer brand (Mr.
Amazing Loans) with the Company’s corporate name.
Potential
Effects of Proposed Amendment
The
Name Change will affect all holders of our common stock uniformly. The Name Change is not intended to, and will not, affect any
stockholder’s percentage ownership interest in our company.
The
Name Change will not change the terms of our common stock. After the Name Change, the shares of our common stock will have the
same voting rights and rights to dividends and distributions and will be identical in all other respects to our common stock now
authorized. Our common stock will remain fully paid and non-assessable. In addition, we plan to change our stock symbol and CUSIP
number as a result of the Name Change. Stockholders will not be requested to surrender for exchange any stock certificates they
hold. On and after the Effective Date of the Amendment and the Name Change, the stock certificates representing the pre-Amendment
shares will continue to be valid. Following the Effective Date of the Amendment and the Name Change, newly issued stock certificates
bear the Company’s new name, but this will not affect the validity of stock certificates already outstanding.
Procedure
for Effecting the Amendment and the Name Change
Pursuant
to Rule 14c-2 promulgated under the Exchange Act, the Amendment will not be effected until at least 20 calendar days after the
mailing of this Information Statement to our stockholders. The Amendment has been filed with the Florida Secretary of State. However,
because the common stock is quoted on the OTC Markets, the Name Change requires processing by FINRA, as well, pursuant to Rule
10b-17 of the Exchange Act in order for the Name Change to be recognized in the market for trading purposes. We expect to receive
FINRA’s clearance prior to the expiration of the Rule 14c-2 20-day waiting period, and we expect that the Name Change will
be effective on or about April 10, 2018.
Accounting
Matters
The
proposed Amendment will not affect the par value of our common stock. As a result, on the Effective Date, the stated capital on
our balance sheet attributable to our common stock will not be affected.
Certain
Federal Income Tax Consequences of the Name Change
The
will be no material U.S. federal income tax consequences of the Name Change to holders of our common stock.
Dissenters’
Rights
Under
Florida law, stockholders will not be entitled to dissenters’ rights with respect to the proposed Amendment to effect the
Name Change and we do not intend to independently provide stockholders with such rights.
The
form of the proposed Amendment necessary to effect the Name Change is attached hereto as
Appendix A
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding beneficial ownership of our common stock as of March 21, 2018, by:
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Each
person known by us to be the beneficial owner of more than 5% of our outstanding common stock,
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Each
director and each of our named executive officers, and
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All
executive officers and directors as a group.
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As
of March 21, 2018, there were 17,463,449 shares of our common stock outstanding.
The
number of shares of common stock beneficially owned by each person is determined under the rules of the SEC and the information
is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any
shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has
the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless
otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect
to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute
an admission of beneficial ownership of those shares. Unless otherwise indicated, the business address of each person listed is
in care of IEG Holdings Corporation, 3960 Howard Hughes Parkway, Suite 490, Las Vegas, NV 89169.
Name
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Amount and
Nature of
Beneficial
Ownership
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Percent of
Class
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Named Executive Officers and Directors:
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Paul Mathieson
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6,900,000
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39.5
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%
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Carla Cholewinski
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2,000
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*
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All executive officers and directors as a group (2 persons)
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6,902,000
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39.5
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%
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*
Less than 1%.
MARKET
FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS
Market
Information
Our
common stock is currently quoted on the OTCQB tier of the OTC Markets under the symbol “IEGH.” The OTC Market is a
network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information
on current “bids” and “asks”, as well as volume information.
The
following table sets forth the range of high and low closing bid quotations for our common stock for each of the periods indicated
as reported by the OTC Markets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission
and may not necessarily represent actual transactions. As of October 27, 2016, we effected a 1-for-1,000 reverse stock split,
followed by a 100-for-1 forward stock split. All prices in the following table reflect post-split prices.
Fiscal
Year Ended December 31, 2016
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High
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Low
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Fiscal Quarter Ended:
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March 31, 2016
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$
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99.00
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$
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49.50
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June 30, 2016
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$
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50.00
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$
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17.50
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September 30, 2016
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$
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24.00
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$
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5.50
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December 31, 2016
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$
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7.10
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$
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2.01
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Fiscal
Year Ended December 31, 2017
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High
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Low
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Fiscal Quarter Ended:
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March 31, 2017
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$
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7.50
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$
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1.05
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June 30, 2017
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$
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4.19
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$
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0.75
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September 30, 2017
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$
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1.20
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$
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0.17
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December 31, 2017
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$
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0.42
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$
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0.21
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Fiscal
Year Ending December 31, 2018
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High
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Low
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Fiscal Quarter Ended:
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March 31, 2018
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$
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0.85
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$
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0.23
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On
April 4, 2018, the closing price for our common stock on the OTC Markets was $0.265 per share with respect to an insignificant
volume of shares.
Holders
of Common Stock
As
of March 19, 2018, there were approximately 634 record holders of our common stock. The number of record holders does not include
beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.
Dividends
Prior
to May 2017, we had not paid any cash dividends on our common stock. In May 2017, we announced the declaration of a cash dividend
of $0.005 per common share for the first quarter of 2017. The dividend was paid on August 21, 2017 to stockholders of record at
the close of business on June 5, 2017. In August 2017, we announced the declaration of a cash dividend of $0.005 per common share
for the second quarter of 2017. The dividend was paid on August 21, 2017 to stockholders of record at the close of business on
August 11, 2017. On October 30, 2017, we declared a cash dividend of $0.005 per common share for the third quarter of 2017. The
dividend was paid on November 20, 2017 to stockholders of record at the close of business on November 11, 2017. We expect to pay
ongoing dividends. Payment of future dividends on our common stock, if any, will be at the discretion of our board of directors
and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual
restrictions and other factors that our board of directors may deem relevant. We may determine to retain future earnings, if any,
for reinvestment in the development and expansion of our business.
Securities
Authorized for Issuance under Equity Compensation Plans
We
have no securities authorized for issuance under equity compensation plans.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee, or any
other person, has any substantial interest, direct or indirect, in the Amendment or the Name Change that is not shared by all
other stockholders.
ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Exchange Act, and in accordance therewith, file reports, information statements
and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. Reports and other
information filed by us can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street,
N.E., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference
Section, 100 F Street, N.E., Washington, DC 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet
(http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically
with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
You
may request a copy of documents filed with or furnished to the SEC by us, at no cost, by writing IEG Holdings Corporation at 3960
Howard Hughes Parkway, Suite 490, Las Vegas, NV 89169, Attn: Paul Mathieson or calling the Company at (702) 227-5626.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known
as “householding,” is designed to reduce our printing and postage costs. However, we will deliver promptly upon written
or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the
Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating
(i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information
Statement, to the Company at 3960 Howard Hughes Parkway, Suite 490, Las Vegas, NV 89169, Attn: Paul Mathieson or calling the Company
at (702) 227-5626.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and
would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call us
at, the address and phone number in the preceding paragraph. Additionally, if current stockholders with a shared address received
multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future
mailings to stockholders at the shared address, notification of such request may also be made by mail or telephone to the address
or phone number provided in the preceding paragraph.
MISCELLANEOUS
Additional
copies of this Information Statement may be obtained at no charge by writing to us at 3960 Howard Hughes Parkway, Suite 490, Las
Vegas, NV 89169, Attn: Paul Mathieson.
NO
ADDITIONAL ACTION IS REQUIRED BY OUR STOCKHOLDERS IN CONNECTION WITH THIS ACTION. HOWEVER, SECTION 14C OF THE EXCHANGE ACT REQUIRES
THE MAILING TO OUR STOCKHOLDERS OF THE INFORMATION SET FORTH IN THIS INFORMATION STATEMENT AT LEAST 20 DAYS PRIOR TO THE EARLIEST
DATE ON WHICH THE CORPORATE ACTION MAY BE TAKEN.
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IEG
Holdings Corporation
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/s/
Paul Mathieson
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Paul
Mathieson
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April
10, 2018
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Chief
Executive Officer
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APPENDIX
A
ARTICLES
OF AMENDMENT
TO
ARTICLES
OF INCORPORATION
OF
IEG
Holdings Corporation
Pursuant
to Section 607.1006 of the Florida Business Corporation Act, IEG HOLDINGS CORPORATION, a Florida corporation (the “Corporation”),
hereby amends its amended and restated articles of incorporation, as amended (“Articles”), as follows:
1.
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“Article
I – NAME” is hereby replaced in its entirety to read as follows:
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“Article
I – NAME
The
name of the corporation is Mr. Amazing Loans Corporation (the “Corporation”)
2.
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This
amendment of the Articles of Incorporation has been duly adopted by the written consent of the Corporation’s sole director
as of March 21, 2018 in accordance with the provisions of Section 607.0821 of the Florida Business Corporation Act, and has
been duly approved by the shareholders of the Corporation on March 21, 2018, and the number of votes cast for the amendment
by the shareholders was sufficient for approval.
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3.
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The
foregoing amendment of the Articles of Incorporation shall become effective on the later of (a) the date on which Financial
Industry Regulatory Authority approves the Corporation’s name change to Mr. Amazing Loans Corporation (the “Name
Change”), and (c) April 30, 2018.
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IN
WITNESS WHEREOF, the undersigned has caused these Articles of Amendment to Articles of Incorporation to be signed on the date
indicated below.
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IEG
HOLDINGS CORPORATION
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By:
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Paul
Mathieson
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Chief
Executive Officer
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Date:
March _____, 2018
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